Sec Form 4 Filing - Vivo Capital IX, LLC @ IO Biotech, Inc. - 2023-08-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vivo Capital IX, LLC 2. Issuer Name and Ticker or Trading Symbol IO Biotech, Inc. [ IOBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VIVO CAPITAL LLC, 192 LYTTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2023 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/09/2023 P( 1 ) 3,157,894 A $ 1.9 3,157,894 I By Vivo Opportunity Fund Holdings, L.P. ( 2 ) Common Stock 3,015,545 I By: Vivo Capital Fund IX, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (Right to Buy) $ 2.47 08/09/2023 P( 1 ) 3,157,894 08/09/2023( 3 ) ( 3 ) Common Stock 3,157,894 $ 0.125 3,157,894 I By Vivo Opportunity Fund Holdings, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Capital IX, LLC C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Capital Fund IX, L.P. C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Opportunity, LLC C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Opportunity Fund Holdings, L.P. C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Signatures /s/ Hongbo Lu, as a managing member of Vivo Opportunity, LLC 08/10/2023 Signature of Reporting Person Date /s/ Hongbo Lu, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P. 08/10/2023 Signature of Reporting Person Date /s/ Jack Nielsen, as a Managing Member of Vivo Capital IX, LLC 08/10/2023 Signature of Reporting Person Date /s/ Jack Nielsen, as a Managing Member of Vivo Capital IX, LLC, the General Partner of Vivo Capital Fund IX, L.P. 08/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Purchase was made pursuant to that certain Securities Purchase Agreement dated as of August 7, 2023, by and among the Issuer and the purchasers named therein. ( 2 )The securities are held directly by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. As the managing members of Vivo Opportunity, LLC, Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung and Michael Chang share voting and dispositive power over the securities held by Vivo Opportunity Fund Holdings, L.P., but each disclaims beneficial ownership of such securities except to the extent of their individual pecuniary interest therein. ( 3 )These warrants expire at 5:00 p.m. on the earlier of (i) February 9, 2027, and (ii) one day prior to the closing of an Acquisition of the Issuer, as defined in the Form of Warrant, attached as Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2023, provided that the holder will be prohibited from exercising these warrants if, after giving effect to such exercise, the holder (together with such holder's affiliates and any other persons acting as a group together) would beneficially own in excess of 9.99% of the shares of common stock of the Issuer outstanding immediately after giving effect to such exercise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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